Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY THE TERMS AND CONDITIONS OF PRODUCT SALES AND SERVICE ARE LIMITED TO THOSE CONTAINED HEREIN AND THOSE WITHIN THE PURCHASE ORDER. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU (“BUYER”) ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.

BY MAKING AN ORDER FOR PRODUCTS OR SERVICES FROM MKUFUNZI ICT SOLUTIONS LTD (“SELLER”) BUYER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS CONTROL ALL FUTURE PURCHASES BY BUYER, EVEN IF BUYER DOES NOT SIGN A PURCHASE ORDER AT THE TIME OF SUCH SUBSEQUENT PURCHASE. IF BUYER AND SELLER SIGNED A SEPARATE AGREEMENT THAT AGREEMENT SHALL CONTROL ONLY WITH RESPECT TO THE PRODUCTS PURCHASED THEREUNDER. ALL NEW PRODUCT PURCHASED FROM SELLER SHALL BE GOVERNED BY THESE TERMS AND CONDITIONS.

These Terms and Conditions constitute a binding contract between BUYER and SELLER (as defined in the Purchase Order) and are referred to herein as either “Terms and Conditions” or this “Agreement”. BUYER accepts these Terms and Conditions by placing an order with SELLER through a Purchase Order.

1) Purchase Price: BUYER agrees to pay SELLER the price for the Products, including any required down payment, in the amount and in accordance with the payment terms set forth in the Purchase Order. Software License Fees shall be paid monthly by ACH draft or Bank Card draft. Software License Fees may vary depending on number of users, sites or system configuration. Any change in the number of users, sites or system configurations must be requested to SELLER not less than 30 days before such change and may require the payment of additional Software License Fees. SELLER may in its discretion provide updates for the Hardware or Software at no additional charge in conjunction with selected Services, or charge an additional fee for such updates.

2) Taxes: All prices and charges for Products provided hereunder are exclusive of any taxes applicable to the transaction, such as value added taxes, sales or use taxes, duties, or other taxes or levies imposed by any government, public authority, or government agency on BUYER’s purchase of the Products hereunder, all of which are the responsibility of BUYER to pay, provided, for avoidance of doubt, that BUYER shall not be responsible for payment of any taxes based on the income, property or employment of employees by SELLER. In the event SELLER is ever assessed or threatened to be assessed taxes, fees, levies, penalties and/or fines regarding BUYER’s failure to pay any taxes applicable to the transaction, BUYER authorizes SELLER to submit an AUTOPAY draft for the amount claimed due from BUYER.

3) Cancellation/Return Policy: IN NO EVENT WILL RETURNS BE ALLOWED FOR LASER PRINTERS, COMPUTERS OR MONITORS SOLD TO BUYER. BUYER ACKNOWLEDGES UPON EXECUTION OF THE PURCHASE ORDER SELLER PURCHASES LASER PRINTERS, COMPUTERS AND MONITORS FROM THIRD PARTIES AND SUCH EQUIPMENT IS REGISTERED IN BUYER’S NAME AND THEREFORE NON-REFUNDABLE.

1. a) Cancellation.In the event BUYER cancels BUYER’s order prior to delivery of the Products SELLER will refund to BUYER within ninety days the amount of BUYER’s deposit LESS expenses incurred by SELLER on this project the reasons provided in this Section.
2. b) Hardware Returns. Subject to SELLER’s approval, BUYER may return Hardware (not including Laser Printers, Computers or Monitors), if BUYER notifies SELLER in writing of such desire to return within 30 days of the date of delivery of the Products. In the event SELLER accepts BUYER’s request for return and BUYER returns the Hardware to SELLER in new condition, SELLER shall provide BUYER a credit of the original purchase price on SELLER’s account that BUYER may use for purchase of any other available Products requested by BUYER. In the event BUYER returns the Hardware to SELLER in less than new condition, SELLER will determine, at SELLER’s sole discretion, whether to accept and what credit shall be given for the return. If SELLER does not accept the return BUYER shall have no claim against SELLER.
3. c) Software Returns: Software License Fees, Labor and Services. NO REFUND WILL BE GIVEN FOR ANY software provided BUYER or prepaid software license fees or labor provided, expended or committed to BUYER. BUYER shall have no claim against SELLER for any other refunds or damages.

BUYER ACKNOWLEDGES THAT PRIOR TO DELIVERY OF THE PRODUCTS, SELLER EXPENDS SUBSTANTIAL AMOUNT OF TIME AND MONEY IN THE CONFIGURTION OF THE PRODUCTS ORDERED FOR BUYER, which includes but is not limited to purchasing equipment, configuring the Software for BUYER’s specific use, converting BUYER’s data to make it compatible with the Products, and establishing communication with BUYER’s suppliers and bank card processing vendors to configure and test the Products. AS SUCH BUYER AGREES THE TERMS OF THIS CANCELLATION/RETURN POLICY ARE REASONABLE.

4) Delivery Date: SELLER shall ship products to BUYER FOUR WEEKS FROM RECEIPT OF THE PURCHASE ORDER AND PAYMENT OF THE PURCHASE PRICE SPECIFIED IN THE PURCHASE ORDER IS MADE. BUYER understands that all Hardware purchases must be paid in full prior to shipment of the Hardware to BUYER. On-site work (if any is contracted for) will follow BUYER’S receipt of Hardware components by approximately two weeks and must be paid if full two weeks prior to SELLER scheduling such work. Either party may notify the other of complications arising with these dates and will at that time reschedule. Exact delivery time cannot be guaranteed.

5) Grant of Software License:

Upon payment of the monthly License Subscription Fee detailed in the Purchase Order, SELLER grants to BUYER a month to month, nontransferable and nonexclusive license to use the MKUFUNZI ICT SOLUTIONS LTD Software (“Software”) (to wit, the computer program with its supporting documentation). This license shall apply to any enhancements and updates to the Software acquired by BUYER from SELLER. This license is made available to BUYER on the condition that the BUYER fulfils all of their relevant obligations arising out of this Agreement including but not limited to the following:

1. a) Term: This is a month to month license. Payment of the License Subscription Fee is due in advance of each month. SELLER’s receipt of such payment grants BUYER an additional one month term of the license. When the balance of prepaid License Subscription Fee are exhausted, BUYER’s software license term will automatically expire and the Software will cease to function for BUYER and any data stored by this Software will be unavailable to BUYER. BUYER may terminate the license by giving SELLER 30 days written notice via electronic mail to the address of billing@paladinpos.com. SELLER will acknowledge receipt of termination request via return electronic mail to BUYER. SELLER may terminate this license at any time if BUYER fails to comply with any of the terms of this Agreement or for SELLER’s convenience upon 30 days written notice to BUYER. Within five (5) days after termination of the Agreement, BUYER will return to SELLER the Software and all copies thereof (including, without limitation, partial copies or modifications), and supporting documentation in BUYER’s possession or control.
2. b) Deactivation: Upon termination of this Agreement, SELLER may interfere with, suspend, or terminate BUYER’s use of and access to the Software at no liability to SELLER.
3. c) Use: This license authorizes BUYER to use the Software only for BUYER’s own use on a single computer system at the installation address designated in the Purchase Order or such other location to which BUYER may relocate in the future provided that BUYER shall give SELLER prompt written notice of the address change. SELLER will not be responsible for, and will not provide support for Software which has been modified by the BUYER in any manner other than authorized tailoring to the single computer system as explained in the supporting documentation of the Software.
4. d) Updates: SELLER may advise BUYER of enhancements and updates to Software. BUYER may obtain such updates or enhancements, as they become available upon terms and for the amounts then in effect as set by SELLER. SELLER may, at its sole discretion, provide enhancements and upgrades free of charge. All enhancements and updates to the Software provided by SELLER are subject to the terms of this Agreement.
5. e) Copies: BUYER shall NOT COPY THE Software FOR ANY PURPOSE. BUYER shall not use or obtain any Software that has been copied, purchased or obtained from any other means, person or entity other than a SELLER.
6. f) Transfer. BUYER may not rent, lease, lend or sublicense the Software.
7. g) Proprietary Rights:

BUYER recognizes and acknowledges that the Software (including, without limitation, the computer program and user manual, together with all copies, enhanced versions or updates thereof) are and shall remain the property of SELLER. BUYER acknowledges and agrees the ideas and expressions contained in the Software and user manuals, and the nonpublic information disclosed to BUYER in the course of the Services are confidential proprietary information and trade secrets of SELLER (“Confidential Information”). BUYER agrees to hold the Confidential Information in confidence and agrees not to transfer, dispose of, publish, display, disclose or otherwise make available in any fashion the Confidential Information. BUYER is responsible for and agrees to pay SELLER for any damages or losses due to the unauthorized copying or disclosure of the Software. BUYER recognizes that unauthorized copying or disclosure of the Software will cause irreparable injury to SELLER and that SELLER shall be entitled to, among other things, enjoin BUYER from any such activities.

1. h) Notices: All applicable rights in patents, copyrights, trademarks and trade secrets in the Software are and will remain in SELLER. In order to protect trademark, trade name, trade secret and copyright or patent rights of SELLER in the Software, BUYER agrees not to remove, change or tamper with any notices on any Software product.

6) Limited Hardware Warranty: SELLER WARRANTS THAT DURING THE FIRST TWELVE MONTHS FOLLOWING SHIPMENT OF THE HARDWARE TO BUYER, THE HARDWARE WILL BE FREE OF DEFECTS IN MATERIALS AND WORKMANSHIP (“HARDWARE WARRANTY PERIOD”). BUYER acknowledge that BUYER’s selection of any particular Hardware is based on BUYER’s own evaluation of the requirements of BUYER’s business and BUYER’s evaluation of the functions, capacities and specifications of the Products selected. SELLER does not warrant that the Products will meet all or any of BUYER’s requirements or any requirements imposed by BUYER.

7) Hardware Support: If the Hardware is discovered to contain a defect in materials or workmanship during the Hardware Warranty Period SELLER will provide Hardware repair/replacement service support on any Hardware supplied by SELLER which failed during normal use. During this Hardware Warranty Period BUYER shall not be responsible for the cost of labor and parts in the repair/replacement of such Hardware. BUYER will be responsible for the cost of shipping and other out of pocket expenses made by SELLER. This support is limited to assistance in the repair or replacement of only Hardware provided by SELLER. This provision does not cover damage resulting from acts of God, flood, lightning, malicious software, BUYER’S negligence, alterations, mishandling, BUYER’s improper installation, or BUYER’s failure to protect such Hardware.SELLER shall have the sole discretion to either repair the Hardware or replace it. In the course of providing such support, SELLER may use new or serviceable parts that are equivalent to new in performance. SELLER will ship replacement or loaner Hardware as promptly as such Hardware is available and will expedite repairs on failed Hardware so as to minimize downtime for BUYER. However in no event will SELLER be liable for loss of business, profits or any other damages to BUYER during the time it takes SELLER to repair or replace the Hardware. The foregoing is BUYER’S sole remedy for Hardware failures supplied by SELLER in the first twelve months following deliver. Notwithstanding anything above SELLER will not be obligated to initiate or perform and Hardware repair/replacement service support if any license granted to BUYER by SELLER has been suspended, terminated, canceled or is otherwise impaired or if BUYER is in breach of any provision of these Terms and Provision.

Following the Hardware Warranty Period SELLER, at SELLER’s discretion may provide hardware repair support to BUYER for the duration of the license granted by SELLER at a fee determined solely by SELLER. In no event however, will SELLER be required to replace any Hardware after the end of the Hardware Warranty Period. However in no event will SELLER be liable for loss of business, profits or any other damages to BUYER during the time it takes SELLER to repair or replace the Hardware.

8) Limited Software Warranty:

Limited Software Warranty: The Software is provided to BUYER with a limited warranty as set forth herein. Subject to Section 9 of this Agreement, SELLER WARRANTS THE SOFTWARE MANUFACTURED BY SELLER TO BE FREE FROM DEFECTS DURING THE SUBSCRIPTION TERM. SHOULD BUYER’S SOFTWARE CONTAIN A DEFECT, UPON WRITTEN NOTIFICATION OF THE DEFECT AND SELLER’s DETERMINATION